EIGHTH AMENDED AND RESTATED SECURITY AGREEMENT


        THIS EIGHTH  AMENDED AND  RESTATED  SECURITY  AGREEMENT  (the  "Security
Agreement") is made and entered into, as of July 14th,  1999, by and between JNC
Strategic Fund Ltd., a Cayman Islands corporation ("JNC") and InnovaCom, Inc., a
Nevada corporation (the "Company").


                                           RECITALS

        WHEREAS,  on  June  29,  1998,  JNC  and  the  Company  entered  into  a
Convertible  Debenture Purchase Agreement (the "June 29th Purchase  Agreement"),
and related  documents,  pursuant to which JNC purchased an aggregate  principal
amount of  $2,000,000 of the Company's 7%  Convertible  Debentures  Due June 29,
2003 (the "June 29th Debentures");

        WHEREAS,  in  connection  with the June  29th  Purchase  Agreement,  the
Company also executed and delivered to JNC a Security  Agreement  (the "Security
Agreement")  to  secure  the  payment  and  discharge  of all  of the  Company's
obligations  under the June 29th Debentures and to provide JNC with a continuing
security interest, a first lien upon, and a right of set-off against, all of the
Company's  right,  title,  and  interest  in the  Collateral  (as defined in the
Security Agreement), to which any and all rights and claims of any other parties
shall be subordinate;

        WHEREAS, JNC and the Company subsequently agreed to amend and restate in
its entirety the Security  Agreement in  connection  with their  entering into a
Convertible  Debenture  Purchase  Agreement  dated as of August 28th,  1998 (the
"August 28th Purchase  Agreement")  in order to provide that the  obligations of
the Company  pursuant to the Company's 7%  Convertible  Secured  Debentures  Due
August 28, 2003 in an aggregate principal amount of $1,500,000 (the "August 28th
Debentures")  and other  Transaction  Documents (as defined in Section 2.1(a) of
the  August  28th  Purchase  Agreement)  would  also be deemed to be part of the
Obligations  (as defined in Section 2 of the Security  Agreement) of the Company
under the Security Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement) in connection
with their entering into a Convertible  Debenture Purchase Agreement dated as of
December 15th, 1998 (the "December 15th Purchase Agreement") in order to provide
that the  obligations  of the  Company  pursuant  to the  Company's  7%  Secured
Convertible Debentures Due December 15, 2003 in an aggregate principal amount of
$500,000 (the "December 15th  Debentures") and other  Transaction  Documents (as
defined in Section 2.1(a) of the December 15th Purchase Agreement) would also be
deemed  to be  part  of  the  Obligations  of the  Company  under  the  Security
Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated  by  the  August  28th  Purchase  Agreement  and  the
transactions contemplated by the December 15th Purchase Agreement) in connection
with their entering into a Convertible  Debenture Purchase Agreement dated as of
January 14th, 1999 (the "January 14th Purchase Agreement," and collectively with
the June 29th Purchase Agreement,  the August 28th Purchase  Agreement,  and the
December 15th Purchase Agreement, the "Purchase Agreements") in order to provide
that the  obligations  of the  Company  pursuant  to the  Company's  7%  Secured



<PAGE>2



Convertible  Debentures Due January 14, 2004 in an aggregate principal amount of
$750,000 (the "January 14th  Debentures,"  and  collectively  with the June 29th
Debentures,  the August 28th Debentures,  and the December 15th Debentures,  the
"Debentures") and other  Transaction  Documents (as defined in Section 2.1(a) of
the  January  14th  Purchase  Agreement)  shall also be deemed to be part of the
Obligations of the Company under the Security Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement,  the December
15th Purchase Agreement,  and the January 14th Purchase Agreement) in connection
with the Company's  executing a "Secured  Promissory  Note" dated as of March 3,
1999 in the aggregate  principal  amount of $600,000 in favor of JNC (the "March
3rd Note"),  in order to provide that the obligations of the Company pursuant to
the March 3rd Note  shall  also be deemed to be part of the  Obligations  of the
Company under the Security Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement,  the December
15th Purchase Agreement,  the January 14th Purchase Agreement, and the March 3rd
Note) in connection  with the Company's  executing a "Secured  Promissory  Note"
dated as of April 9, 1999 in the aggregate principal amount of $600,000 in favor
of JNC (the "April 9th Note"),  in order to provide that the  obligations of the
Company  pursuant  to the April 9th Note  shall also be deemed to be part of the
Obligations of the Company under the Security Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement,  the December
15th  Purchase  Agreement,  the January 14th Purchase  Agreement,  the March 3rd
Note,  and the April 9th Note) in  connection  with the  Company's  executing  a
"Secured  Promissory Note" dated as of May 7th, 1999 in the aggregate  principal
amount of  $450,000  in favor of JNC (the "May 7th  Note"),  in order to provide
that the  obligations of the Company  pursuant to the May 7th Note shall also be
deemed  to be  part  of  the  Obligations  of the  Company  under  the  Security
Agreement;

        WHEREAS,  JNC and the Company  again  agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement,  the December
15th  Purchase  Agreement,  the January 14th Purchase  Agreement,  the March 3rd
Note, the April 9th Note, and the May 7th Note) in connection with the Company's
executing  a  "Secured  Promissory  Note"  dated  as of June  17th,  1999 in the
aggregate  principal  amount of $300,000 in favor of JNC (the "June 17th Note"),
in order to provide  that the  obligations  of the Company  pursuant to the June
17th Note  shall  also be deemed to be part of the  Obligations  of the  Company
under the Security Agreement;

        WHEREAS, JNC and the Company have now agreed to amend and restate in its
entirety  the  Security  Agreement  (as  amended  and  restated  pursuant to the
transactions  contemplated by the August 28th Purchase  Agreement,  the December
15th  Purchase  Agreement,  the January 14th Purchase  Agreement,  the March 3rd
Note,  the  April  9th  Note,  the May 7th  Note,  and the  June  17th  Note) in
connection with the Company's  executing a "Secured Promissory Note" dated as of
July 14th,  1999 in the aggregate  principal  amount of $500,000 in favor of JNC
(the "July 14th Note"),  in order to provide that the obligations of the Company
pursuant  to the  July  14th  Note  shall  also  be  deemed  to be  part  of the
Obligations of the Company under the Security Agreement.


<PAGE>3


        NOW, THEREFORE,  in consideration of the agreements herein contained and
for  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged, the parties hereto hereby agree as follows:


                                    AGREEMENT

    1.  Definitions.  Unless otherwise defined, or unless  the context otherwise
        requires,  capitalized terms used in this Security  Agreement shall have
        the same  meaning  given such  terms in the  Transaction  Documents  (as
        defined in Section 2.1(a) of the January 14th Purchase Agreement).

        (a)    The following  terms shall have the same meaning given such terms
               in  Article  9 of the  Uniform  Commercial  Code of the  State of
               California,  as amended to the date of this  Security  Agreement,
               and/or any other applicable law of any  jurisdiction  (whether or
               not such other Uniform Commercial Code applies to the Collateral,
               as  defined  herein)(collectively,  the  "UCC"):  Chattel  Paper,
               Documents,   Goods,   Instruments,   Accounts,   Consumer  Goods,
               Equipment,   Fixtures,   Deposit  Accounts,   Proceeds,   General
               Intangibles and Inventory.

    2.  Grant of  Security  Interest.  As  security  for the  full and  punctual
        satisfaction,  payment, and performance of all of the obligations of the
        Company  pursuant to the July 14th Note, as well as the  obligations  of
        the Company under each and all of the June 17th Note,  the May 7th Note,
        the April 9th Note,  the March 3rd Note, and the  Transaction  Documents
        referenced in each of the Purchase  Agreements  (collectively,  the "JNC
        Transaction   Documents"),   as  such   obligations   may  be   amended,
        supplemented,  and modified from time to time (the  "Obligations"),  the
        Company does hereby, unconditionally and irrevocably,  pledge, mortgage,
        assign, set over, convey, grant,  transfer,  and deliver  (collectively,
        "Transfer") to JNC a continuing  security  interest,  a first lien upon,
        and a right of set-off against,  all of the Company's right,  title, and
        interest  of  whatsoever  kind and nature in and to the  Collateral  (as
        hereinafter  defined)(the  "Security  Interest").  The Security Interest
        granted  hereby shall relate back to the date of the June 29th  Purchase
        Agreement.

    3.  Collateral.  The "Collateral" shall cover and include all right,  title,
        and  interest  of the  Company  in, to, and under all of the  following,
        whether now existing or hereafter  acquired  from time to time:  (i) all
        Accounts; (ii) all receivables;  (iii) all General Intangibles; (iv) all
        Goods, including,  without limitation, all Equipment, and all Inventory,
        whether  now  held or  acquired  in the  future  and  wherever  located,
        including, but not limited to Inventory that is repossessed, returned or
        acquired  as a result of a  "trade-in;"  and (v) all  letters of credit,
        notes, drafts, stock and other debt and equity securities whether or not
        certificated,  and all  instruments;  (vi)  all  Chattel  Paper  and all
        Documents  including  without  limitation  documents  of title (vii) all
        Instruments;  (viii) all contract rights and all causes of action;  (ix)
        all Deposit  Accounts  (general or  special)  with,  and all credits and
        other claims against,  all-lenders or other financial institutions;  (x)
        all money;  (xi) all  property or interests in property now or hereafter
        coming into the possession,  custody or control of the Company  (whether
        for safekeeping,  deposit, custody, pledge, transmission,  collection or
        otherwise);  (xii)  all  Proceeds  including,  without  limitation,  all
        proceeds of any loans,  including the Loan and all insurance proceeds of
        or  relating  to any of the  foregoing;  (xiii)  all books  and  records



<PAGE>4


        relating  to any of the  foregoing; (xiv)  all  Fixtures, accessions and
        additions to, substitutions for, and replacements, products and proceeds
        of any of the  foregoing and (xv) all rights to payment  resulting  from
        disposition or other Transfer of any of the foregoing.


    4.  Preservation  and Perfection of Security  Interests.  In connection with
        the Security Agreement,  the Company previously  delivered to JNC one or
        more Uniform Commercial Code Form 1 Financing Statements  (collectively,
        "UCC Form 1") with respect to the Security  Interest.  In addition,  the
        Company shall, as required from time to time by JNC, execute and deliver
        or endorse any and all instruments, documents, conveyances, assignments,
        security  agreements,  additional  financing  statements,   continuation
        statements,  and other  agreements and writings which JNC may request in
        order to create, perfect, or continue the Security Interest or which JNC
        may otherwise reasonably request in order to secure,  protect or enforce
        the Security Interest or the rights of JNC under this Security Agreement
        (but any failure to request or assure that the Company execute,  deliver
        or endorse  any such item  shall not  affect  nor  impair the  validity,
        sufficiency or enforceability of this Security Agreement or any security
        interests granted herein, regardless of whether any such item was or was
        not executed,  delivered or endorsed in a similar  context or on a prior
        occasion). A carbon, photographic or other reproduction of this Security
        Agreement  or of a  financing  statement  is  sufficient  as a financing
        statement.

    5.  Representations  and  Warranties  of the  Company.  The  Company  hereby
        incorporates by reference those representations and warranties set forth
        in the JNC Transaction Documents, and further represents and warrants to
        JNC:

        a.     Except for the rights granted  hereunder and the related UCC Form
               1 which was filed on June 26, 1998 with the California  Secretary
               of  State  and on June  29,  1998  with the  Santa  Clara  County
               Recorder,  the Company is the sole owner of the Collateral,  free
               and  clear  from any  liens,  security  interests,  encumbrances,
               rights or claims,  and is fully  authorized to grant the Security
               Interest in and pledge the Collateral,  and the Collateral is not
               subject to any UCC financing statement.

         b.    This  Security  Agreement  is  fully  sufficient  to  create  and
               transfer to JNC, and shall create and transfer to JNC, a Security
               Interest  in  and  to all of  the  Company's  right,  title,  and
               interest in the Collateral, free and clear of any and all adverse
               liens,  claims,  and encumbrances of any kind or nature,  and the
               Company has not transferred,  and shall not transfer any Security
               Interest in the Collateral to any other person, without the prior
               written consent of JNC.

         c.    This Security  Agreement  creates a valid and perfected  security
               interest  in the  Collateral,  securing  the  performance  of the
               Obligations.  All filings and other actions  necessary to perfect
               and protect such security interest have been made or taken by the
               Company.

         d.    Except for the consent of JNC, which is implicit pursuant to this
               Security Agreement, no consent of any person (including,  without
               limitation,  stock  holders  or  creditors  of  the  Company)  is
               required for the  subjection by the Company of the  Collateral to
               the terms of this Security Agreement.



<PAGE>5



    6.  Covenants of the Company.  The Company hereby reaffirms and incorporates
        those covenants set forth in the JNC  Transaction  Documents and further
        covenants and agrees:

        a.     To  appear  and  defend  any  and  all  actions  and  proceedings
               affecting  the  Collateral,  or otherwise  affecting the Security
               Interest,  against any persons whatsoever,  and the Company shall
               obtain and furnish to JNC from time to time,  upon  demand,  such
               releases and/or  subordinations  of claims and liens which may be
               required  to  maintain  the  priority  of the  Security  Interest
               hereunder.

        b.     To permit JNC, its  representatives and its agents to inspect the
               Collateral at any time, and to make copies of records  pertaining
               to the Collateral as may be requested by JNC from time-to-time.

        c.     At all  times,  to  maintain  the  liens and  security  interests
               provided for  hereunder  as valid and  perfected  first  priority
               liens and security  interests in the Collateral hereby granted to
               JNC.

        d.     That all Collateral  shall,  for the entire term of this Security
               Agreement, be free and clear of any liens, mortgages, pledges, or
               any other encumbrances of any kind or nature  whatsoever,  except
               only  for  the  security   interests  created  by  this  Security
               Agreement, or as otherwise consented to in writing by JNC.

        e.     Not to sell,  lease,  transfer or remove the  Collateral,  or any
               part thereof,  from its present  location without first obtaining
               the express written consent of JNC, except in the ordinary course
               of business.

        f.     With  respect to that part of the  Collateral  which is tangible,
               the  Company  will  maintain  such  Collateral  in good order and
               repair and will not use any part of such Collateral in any manner
               injurious  or likely to be  injurious or which will result in its
               unreasonable  deterioration  or  consumption  or which will be in
               violation of any laws or  regulations or any policy of insurance.
               With respect to  Collateral  which is not  tangible,  the Company
               will take all steps reasonably  necessary to preserve and protect
               the value of such  Collateral,  and the Company  will  diligently
               pursue and seek to  preserve,  enforce  and  collect  any rights,
               claims, causes of action and accounts receivable.

        g.     To safeguard  and protect all  Collateral  for the account of JNC
               and make no disposition thereof other than in the ordinary course
               of  business.  At the request of JNC,  the Company  will sign and
               deliver  to JNC,  at any time or from  time to time,  one or more
               financing  statements pursuant to the UCC in form satisfactory to
               JNC and  will  pay the  cost of  filing  the  same in all  public
               offices  wherever filing is, or is deemed by JNC to be, necessary
               or desirable and with respect to the Collateral.

        h.     To promptly  notify JNC in sufficient  detail upon becoming aware
               of any attachment,  garnishment, execution or other legal process
               levied  against  any or all of the  Collateral  and of any  other
               information  received by the Company that may  materially  affect
               the value of the Collateral,  the Security Interest or the rights
               and remedies of JNC hereunder.

<PAGE>6




        i.     To maintain insurance on the Collateral against loss or damage by
               fire,   perils  commonly  covered  under  the  extended  coverage
               endorsement, malicious mischief and sprinkler leakage.

    7.  Defaults.  The following events shall be "Events of Default"  under this
        Security Agreement:

        a.     An Event of Default  under any of the JNC  Transaction  Documents
               (which shall include any default under any of the July 14th Note,
               the June 17th Note,  the May 7th Note, the April 9th Note, or the
               March 3rd Note); or

        b.     The  Company  shall  fail  to  observe  or  perform  any  of  its
               obligations hereunder for 20 days after receipt by the Company of
               notice of such default from JNC; or

        c.     Any representation,  warranty, certification or statement made by
               the Company  hereunder  shall prove to have been incorrect in any
               material respect when made.

    8.  Duty To Hold In Trust. Upon the occurrence of any Event of Default,  the
        Company shall, upon receipt by it of any revenue,  income, or other sums
        (collectively,  the "Sums")  subject to the Security  Interest,  whether
        payable pursuant to the Debentures or otherwise, or of any check, draft,
        note, trade  acceptance or other instrument  evidencing an obligation to
        pay any such sum,  hold the same in trust  for JNC and  shall  forthwith
        endorse and transfer any such sums or  instruments,  or both, to JNC for
        application to the satisfaction of the Obligations.

    9.  Rights and Remedies  Upon Default.  Upon  occurrence of any of the above
        Events of Default and at any time thereafter,  as long as any such Event
        of Default  shall  continue,  JNC may exercise any and all of the rights
        and remedies  conferred  hereunder and under any of the JNC  Transaction
        Documents,  including,  without  limitation,  the right,  to  accelerate
        payment under any or all  Debentures,  and JNC shall have all the rights
        and remedies of a secured party under the UCC and shall further have, in
        addition to all other rights and remedies provided herein or by law, the
        following rights and powers:

        a.     JNC may enter upon the premises  where any of the  Collateral may
               be located, and take possession of the Collateral, and demand and
               receive  reconveyance  of the Collateral  from any person who has
               possession  thereof,  and JNC may take  such  measures  as may be
               necessary  or  proper  for the care or  protection  of the  value
               thereof,  including the right to remove, keep and/or store all or
               any  portion  of the  Collateral  or put a  custodian  in  charge
               thereof; and/or

        b.     At JNC's  request,  the Company shall assemble the Collateral and
               make it  available  to JNC at places  which JNC shall  reasonably
               select, whether at the Company's premises or elsewhere,  and make
               available to JNC, without rent, all of the Company's premises and
               facilities for the purpose of JNC taking  possession of, removing
               or putting the Collateral in saleable or disposable form; and/or


<PAGE>7


        c.     With or without  taking  possession,  JNC may sell or cause to be
               sold, at any time,  and from time to time, as JNC may  determine,
               any of the  Collateral  in its entirety or in parcels,  either at
               public or  private  sale,  at such price and on such terms as JNC
               may deem  best,  at which  sale JNC may bid and  purchase  to the
               extent  permitted by law, as now or  hereinafter  in effect,  all
               without  (except as shall be required by  applicable  statute and
               cannot be waived)  advertisement  or demand upon or notice to the
               Company or right of redemption  of the Company,  which are hereby
               expressly  waived.  The Company shall have no right of redemption
               subsequent to any such sale, and hereby expressly waives any such
               right.  JNC shall  apply the  proceeds  of any such sale or sales
               first to the  expenses  incident  thereto,  including  reasonable
               attorneys'  fees, and next to the full and complete  satisfaction
               of all of the Obligations.  The Company shall remain fully liable
               to JNC for any deficiency  which may exist after any such sale or
               sales and the  application of the proceeds  thereof in accordance
               herewith.  Any  purchaser  at any such  sale or sales  (including
               without   limitation  JNC)  shall  thereafter  hold  any  of  the
               Collateral so purchased  absolutely  free from any claim or right
               of any nature whatsoever by any other person or entity (including
               without limitation the Company); and/or

               i.     Upon  each  such  sale,  JNC  may,  unless  prohibited  by
                      applicable statute which cannot be waived, purchase all or
                      any  part of the  Collateral  being  sold,  free  from and
                      discharged of all trusts,  claims, right of redemption and
                      equities  of the  Company,  which are  hereby  waived  and
                      released.

               ii.    The proceeds of any such sale, lease, or other disposition
                      of the Collateral  shall be applied first, to the expenses
                      of retaking,  holding, storing,  processing, and preparing
                      for sale,  selling,  and the like,  and to the  reasonable
                      attorneys' fees and expenses  incurred by JNC, and then to
                      satisfaction of the Obligations, and to the payment of any
                      other amounts  required by applicable law, after which JNC
                      shall pay to the Company any  surplus  proceeds.  If, upon
                      the sale,  lease or other  disposition of the  Collateral,
                      the proceeds  thereof are  insufficient to pay all amounts
                      to which JNC is  legally  entitled,  the  Company  will be
                      liable for the deficiency, together with interest thereon,
                      at the rate of 18% per annum (the "Default Rate"), and the
                      reasonable  fees  of  any  attorneys  employed  by  JNC to
                      collect  such  deficiency.  To  the  extent  permitted  by
                      applicable law, the Company waives all claims, damages and
                      demands  against  JNC  arising  out of  the  repossession,
                      removal,  retention or sale of the Collateral,  unless due
                      to the gross negligence or willful misconduct of JNC.

        d.     Upon the  occurrence  and during the  continuance  of an Event of
               Default,  JNC  shall  have  the  right  to  send  notice  of  the
               assignment  granted  herein  and the  security  interest  created
               hereunder  to any  account  debtors  of the  Company or any other
               persons obligated on, holding or otherwise concerned with, any of
               the  receivables,  may demand that monies due or to become due be
               paid to JNC and  thereafter,  JNC  shall  have the sole  right to
               collect  the  receivables  and all  books  and  records  relating
               thereto; and/or

        e.     JNC may institute any proceeding at law, in equity,  or otherwise
               in order to foreclose upon the Collateral or any part thereof. To
               the extent permitted by


<PAGE>8



               law, any sale thereof shall be held in the same manner,  with the
               same  effect  and  subject to the same  terms and  conditions  as
               specified  in  paragraph  (c) of this  Section 9. JNC may, in the
               exercise of its sole and absolute discretion,  from time to time,
               at any time and in any order,  choose to  institute a  proceeding
               for  foreclosure on some portion of the Collateral  and/or a sale
               under  paragraphs (c) or (d) on other portions of the Collateral,
               without  being  deemed to have made an election of remedies or to
               have  waived any other  rights or  remedies,  and  without in any
               other way limiting any remedies or rights which it may  otherwise
               have; and/or

        f.     In its name or in the name of the Company or  otherwise,  JNC may
               demand, sue for, collect, or receive any money or property at any
               time  payable or  receivable  on account of or in exchange for or
               make any compromise or settlement  deemed  desirable with respect
               to, any of the Collateral, but shall be under no obligation to do
               so, and JNC may extend the time of  payment,  arrange for payment
               in  installments,  or otherwise  modify the terms of, or release,
               any of the Collateral,  without thereby incurring  responsibility
               to, or discharging  or otherwise  affecting any liability of, the
               Company or in any other way limiting any remedies or rights which
               JNC may otherwise have; and/or

        g.     JNC may,  in the  event JNC takes  possession  of the  Collateral
               pursuant  to the  exercise  of any right or remedy  provided  for
               hereunder or by law, any  insurance  policy owned by the Company,
               together with any unearned or prepaid premium thereon,  shall, at
               the option of JNC,  be assigned by the Company to, and become the
               sole  property  of JNC,  provided  that  the  amount  of any such
               unearned or prepaid  premium is thereupon  applied to the payment
               or satisfaction of the Obligations.

    10. Responsibility  for Collateral.  The Company assumes all liabilities and
        responsibility in connection with all Collateral,  and the obligation of
        the Company hereunder or under any of the JNC Transaction Documents, and
        shall  in no way be  affected  or  diminished  by  reason  of the  loss,
        destruction,   damage,  or  theft  of  any  of  the  Collateral  or  its
        unavailability for any reason.

    11. Security Interest Absolute.  All rights of JNC and the Security Interest
        hereunder,  and all  Obligations  of the  Company  hereunder,  shall  be
        absolute and unconditional, irrespective of: (a) any lack of validity or
        enforceability of any of the JNC Transaction  Documents or this Security
        Agreement,  and any  agreement  entered  into  in  connection  with  the
        foregoing, or any portion hereof or thereof; (b) any change in the time,
        manner or place of payment or  performance  of, or in any other term of,
        all or any of the  Obligations,  or any other  amendment or waiver of or
        any consent to any departure from the JNC Transaction Documents; (c) any
        exchange,  release,  or nonperfection  of any of the Collateral,  or any
        release or amendment or waiver of or consent to departure from any other
        collateral for, or any guaranty,  or any other security,  for all or any
        of the Obligations; (d) any action by JNC to obtain, adjust, settle, and
        cancel in its sole  discretion  any insurance  claims or matters made or
        arising in connection with the Collateral; or (e) any other circumstance
        which  might  otherwise   constitute  any  legal  or  equitable  defense
        available  to the  Company,  or a  discharge  of all or any  part of the
        Security Interest granted hereby.  Until the Obligations shall have been
        paid and  performed in full,  JNC's rights  shall  continue  even if the
        Obligations are barred for any reason,  including,  without  limitation,



<PAGE>9



          the running of the statute of limitations  or bankruptcy.  The Company
          expressly  waives  presentment,  protest,  notice of protest,  demand,
          notice of  nonpayment,  and  demand  for  performance.  This  Security
          Agreement  shall  create  a  continuing   security   interest  in  the
          Collateral  and  shall  remain  in full  force  and  effect  until the
          Obligations  shall have been paid and performed in full,  and shall be
          binding upon the Company and its successors and permitted  transferees
          and  assigns.  In the  event  that at any  time  any  transfer  of any
          Collateral or any payment received by JNC hereunder shall be deemed by
          final  order  of a court  of  competent  jurisdiction  to have  been a
          voidable  preference or fraudulent  conveyance under the bankruptcy or
          insolvency  laws of the  United  States,  or  shall  be  deemed  to be
          otherwise  due to any party other than JNC,  then,  in any such event,
          the Company's obligations hereunder shall survive cancellation of this
          Security  Agreement,  and shall not be  discharged or satisfied by any
          prior payment thereof and/or  cancellation of this Security Agreement,
          but  shall  remain  a valid  and  binding  obligation  enforceable  in
          accordance  with the terms and provisions  hereof.  The Company waives
          all right to require  JNC to proceed  against  any other  person or to
          apply any  Collateral  which JNC may hold at any time,  or to  marshal
          assets,  or to pursue  any other  remedy.  JNC may,  at its  election,
          exercise any right or remedy it may have against any security  held by
          JNC, including,  without  limitation,  the right to foreclose any such
          security  by  judicial  or  nonjudicial  sale,  without  affecting  or
          impairing in any way the rights of JNC  hereunder.  The Company waives
          any  defense  arising by reason of the  application  of the statute of
          limitations to any obligation secured hereby.

    12.   JNC Appointed Attorney-in-Fact.  The Company hereby irrevocably makes,
          nominates,  constitutes  and  appoints  JNC and each of its  officers,
          agents,  successors,  or assigns (with full power of substitution  and
          resubstitution),  as the  Company's  true and lawful  attorney-in-fact
          with full power to take all  actions and sign,  execute,  acknowledge,
          record, and file, in the Company's name and for JNC's use and benefit,
          all documents  that shall be necessary to accomplish  the following on
          the occurrence of any Event of Default and at any time thereafter,  so
          long as such Event of Default shall continue:

          a.   To  receive,  open,  and  dispose  of all mail  addressed  to the
               Company  which  relates  to the  Collateral,  or to  endorse  and
               collect  any  notes,  checks,  drafts,  money  orders,  or  other
               evidences of payment that may come into the possession of JNC;

          b.   To enforce  all rights of the Company  under and  pursuant to any
               agreements  or other  contractual  arrangements  relating  to the
               Collateral,  and to enter  into such other  agreements  as may be
               necessary to exploit the Collateral;

          c.   To pay or discharge taxes, liens,  security  interests,  or other
               encumbrances  at any  time  levied  or  placed  on or  threatened
               against  the  Collateral;   to  demand,  collect,   receipt  for,
               compromise,  settle,  and sue for  monies  due in  respect of the
               Collateral;

          d.   to  execute  and  perform  such  other  and  further  agreements,
               documents,  and instruments of any nature whatsoever,  including,
               but not limited to, the  execution and filing of a UCC Form 1 and
               to do any and all  other  things  as JNC may  deem  necessary  or
               appropriate   for  the  purpose  of  preserving,   protecting  or
               maintaining the Collateral and the Security  Interest  granted to



<PAGE>10


               JNC;  and  Generally,  to do,  at the  option  of JNC  and at the
               Company's  expense,  at any time, or from time to time,  all acts
               and things which JNC deems  necessary to protect,  preserve,  and
               realize upon the Collateral and JNC's security  interests therein
               in order to effect the intent of this  Security  Agreement and of
               the  Purchase  Agreements  all as fully  and  effectually  as the
               Company might or could do.

        The Company hereby  ratifies all that said attorney shall lawfully do or
        cause to be done by virtue  hereof.  This power of  attorney  is coupled
        with an interest and shall be irrevocable  for the term of this Security
        Agreement  and  thereafter  as long as any of the  Obligations  shall be
        outstanding.

    13. Duties of JNC.

        a.     The powers  conferred on JNC  hereunder are solely to protect its
               interests in the Collateral and shall not impose any duty upon it
               to exercise any such  powers.  Except for the safe custody of any
               Collateral in its actual possession and the accounting for monies
               actually received by it hereunder with respect to which JNC shall
               act  with  reasonable  care,  JNC  shall  have  no duty as to any
               Collateral or as to the taking of any steps necessary to preserve
               its rights  against prior parties or any other rights  pertaining
               to  any  Collateral.  JNC  shall  be  deemed  to  have  exercised
               reasonable care in the custody and preservation of the Collateral
               in its possession if the Collateral is accorded treatment that is
               substantially  equal to that treatment  which JNC accords its own
               property in the ordinary course of its business.

        b.     If the Company  fails to pay,  before  delinquency,  any taxes or
               other  governmental  charges  which  may be  levied  against  the
               Collateral  or its  operation  or use,  or any  assessments  made
               against the  Collateral,  or fails to make any payment or to take
               any action required  herein or in the JNC Transaction  Documents,
               or to take any other  action  necessary  to preserve the priority
               and value of JNC's rights under this Security Agreement, then JNC
               may (but shall not be obligated  to) make such  payments and take
               all such  actions as JNC deems  necessary to protect its security
               interest  in  or  to  protect  and  preserve  the  value  of  the
               Collateral,  and JNC is hereby  authorized  (without limiting the
               general  nature of the authority  hereinabove  conferred) to pay,
               purchase,  contest,  or compromise any encumbrances,  charges, or
               liens  which  in the  judgment  of JNC  appear  to be prior to or
               superior to, or of equal priority  with,  the Security  Interest.
               Any amount so paid shall be included in the  Obligations  secured
               hereby and shall bear  interest  thereon at the Default Rate from
               date of payment  until repaid,  and shall be secured  pursuant to
               the terms of this Security  Agreement by the Collateral and shall
               be repayable by the Company on demand.

    14. Expenses.   In  addition  to  expenses  payable  under  the  Transaction
        Documents,  the Company agrees to pay all out of pocket fees, costs, and
        expenses incurred in the filing of the UCC Form 1 or any other financing
        statements,    continuation   statements,   partial   releases,   and/or
        termination  statements  related thereto or any expenses of any searches
        reasonably  required by JNC. The Company shall also pay all other claims
        and  charges  which in the  reasonable  opinion of JNC might  prejudice,
        imperil,  or otherwise  affect the  Collateral or the Security  Interest



<PAGE>11



          therein.  All expenses so incurred  shall be  immediately  paid by the
          Company upon demand by JNC. The Company will also, upon demand, pay to
          JNC the  amount  of any and all  reasonable  expenses,  including  the
          reasonable  fees and  expenses  of its  counsel and of any experts and
          agents,  which JNC may incur in connection with (i) the administration
          of this Security  Agreement,  (ii) the custody or preservation  of, or
          the sale of,  collection from, or other  realization  upon, any of the
          Collateral,  (iii) the exercise or enforcement of any of the rights of
          JNC  hereunder  or under the JNC  Transaction  Documents,  or (iv) the
          failure by the  Company to  perform or observe  any of the  provisions
          contained herein or in the JNC Transaction  Documents.  Until so paid,
          any fees payable  hereunder shall be added to the principal  amount of
          the Obligations and shall bear interest at the Default Rate.

     15.  Term of Agreement.  This Security  Agreement  shall terminate when all
          payments  under the JNC  Transaction  Documents have been made in full
          and all other  Obligations  have been  paid or  discharged.  Upon such
          termination,  JNC, at the  request and at the expense of the  Company,
          will join in executing any  termination  statement with respect to any
          financing  statement  executed  and filed  pursuant  to this  Security
          Agreement.

     16.  Other  Security.  To  the  extent  that  the  Obligations  are  now or
          hereafter  secured by  property  other than the  Collateral  or by the
          guarantee,  endorsement,  or  property  of  any  other  person,  firm,
          corporation,  or other entity,  then JNC shall have the right,  in its
          sole discretion, to pursue, relinquish,  subordinate,  modify, or take
          any other action with respect thereto, without in any way modifying or
          affecting any of JNC's rights and remedies hereunder.

      17. Miscellaneous.

          a.   Indemnity. The Company agrees to defend, protect,  indemnify, and
               hold  harmless JNC and each and all of its  respective  officers,
               directors,  employees, attorneys, and Agents (collectively called
               the  "Indemnitees")  from and  against  any and all  liabilities,
               obligations,  losses,  damages,  penalties,  actions,  judgments,
               suits, claims, costs,  expenses, and disbursements of any kind or
               nature whatsoever (including,  without limitation, the reasonable
               fees  and  disbursements  of  counsel  for  such  Indemnitees  in
               connection with any  investigative,  administrative,  or judicial
               proceeding, whether or not such Indemnitees shall be designated a
               party thereto), which may be imposed on, incurred by, or asserted
               against  such   Indemnitees   (whether   direct,   indirect,   or
               consequential  and whether  based on any federal or state laws or
               other  statutory  regulations,   including,  without  limitation,
               securities and commercial laws and regulations,  common law or at
               equitable cause, or contract or otherwise) in any manner relating
               to or arising out of this Security  Agreement or the Obligations,
               or any act, event, or transaction  related or attendant  thereto,
               including,  without  limitation,  any and all costs and  expenses
               incurred  in  the   enforcement   of  this   Security   Agreement
               (collectively, the "Indemnified Matters"). To the extent that the
               undertaking to indemnify, pay, and hold harmless set forth in the
               preceding  sentence may be unenforceable  because it is violative
               of any law or public  policy,  the Company shall  contribute  the
               maximum  portion  which it is permitted to pay and satisfy  under
               applicable   law,  to  the  payment  and   satisfaction   of  all
               Indemnified Matters incurred by the Indemnitees.

          b.   Course of Dealing.  No course of dealing  between the Company and
               JNC, nor any failure to exercise, nor any delay in exercising, on


<PAGE>12



               the part of JNC,  any right,  power,  or  privilege  hereunder or
               under the JNC  Transaction  Documents  shall  operate as a waiver
               thereof;  nor shall any single or partial  exercise of any right,
               power, or privilege hereunder or thereunder preclude any other or
               further  exercise  thereof or the  exercise  of any other  right,
               power or privilege.

          c.   Remedies  Cumulative.  Except  as  otherwise  expressly  provided
               herein, no remedy conferred by any of the specific  provisions of
               this Security  Agreement is intended to be exclusive of any other
               remedy  which  is  otherwise  available  at law,  in  equity,  by
               statute, or otherwise, and except as otherwise expressly provided
               for herein,  each and every other remedy shall be cumulative  and
               shall be in addition to every other  remedy  given  hereunder  or
               otherwise.  The  election of any one or more of such  remedies by
               any of the parties  hereto shall not  constitute a waiver by such
               party of the right to pursue any other available remedies.

          d.   Notices. All notices,  requests,  demands,  deliveries, and other
               communications  hereunder  shall be in  writing  and,  except  as
               otherwise specifically provided in this Security Agreement, shall
               be deemed to have been duly given,  upon  receipt,  if  delivered
               personally or via fax, or ten (10) business days after deposit in
               the mail,  if mailed,  first  class with  postage  prepaid to the
               parties at the following addresses:

                      If to JNC, to:

                      JNC Strategic Fund Ltd.
                      c/o Olympia Capital (Cayman) Ltd.
                      Williams House
                      20 Reid Street
                      Hamilton  HM11
                      Bermuda
                      Attn: Director
                      Fax:  (441) 295-2305

                      with a copy to:

                      Encore Capital Management, LLC
                      12007 Sunrise Valley Drive, Suite 460
                      Reston, VA 20191
                      Attn:  Managing Director
                      Fax:  (703) 476-7711

                      and

                      Robinson Silverman Pearce Aronsohn & Berman LLP
                      1290 Avenue of the Americas
                      New York, NY  10104
                      Attn:  Eric L. Cohen, Esq.
                      Fax:  212-541-4630



<PAGE>13

                      If to the Company, to:

                      InnovaCom, Inc.
                      3400 Garrett Drive
                      Santa Clara, CA  95054
                      Attn:  Frank Alioto, President
                      Fax:   408-727-8778

                      with a copy to:

                      Bartel Eng Linn & Schroder
                      300 Capitol Mall, Suite 1100
                      Sacramento, CA  95814
                      Attn:  Scott E. Bartel, Esq.
                      Fax:   916-442-3442

        d.     Headings.   The  section  headings  contained  in  this  Security
               Agreement  are for  convenience  only and  shall not  control  or
               affect the meaning or  construction  of any of the  provisions of
               this Security Agreement.

        e.     Governing  Law.  This  Security  Agreement  shall be construed in
               accordance with the laws of the State of New York,  except to the
               extent the  validity,  perfection  or  enforcement  of a security
               interest  hereunder in respect of any  particular  Collateral are
               governed  by a  jurisdiction  other than the State of New York in
               which case such law shall govern.

               The Company and JNC hereby irrevocably submit to the jurisdiction
               of any New York State or United  States  Federal court sitting in
               Manhattan county over any action or proceeding  arising out of or
               relating  to this  Security  Agreement,  and the  Company and JNC
               hereby  irrevocably  agree  that all  claims in  respect  of such
               action or proceeding may be heard and determined in such New York
               State or Federal  court.  The  Company and JNC agree that a final
               judgment in any such action or proceeding shall be conclusive and
               may be enforced in other jurisdictions by suit on the judgment or
               in any other manner  provided by law. The Company and JNC further
               waive any  objection to venue in such State and any  objection to
               an action or  proceeding  in such State on the basis of forum non
               conveniens.

        f.     Amendments, etc. Any of the terms and provisions of this Security
               Agreement  may be  waived  at any  time  by the  party  which  is
               entitled to the benefit thereof, but only by a written instrument
               executed by such party.  This  Security  Agreement may be amended
               only by an agreement in writing executed by JNC and the Company.

        g.     Severability.  In the event that any  provision of this  Security
               Agreement is held to be invalid,  prohibited or  unenforceable in
               any  jurisdiction  for  any  reason,  unless  such  provision  is
               narrowed by judicial construction, this Security Agreement shall,
               as  to  such  jurisdiction,  be  construed  as if  such  invalid,
               prohibited  or  unenforceable  provision  had been more  narrowly
               drawn so as not to be invalid,  prohibited or unenforceable.  If,
               notwithstanding  the  foregoing,  any  provision of this Security
               Agreement is held to be invalid, prohibited or


<PAGE>14



               unenforceable  in any  jurisdiction,  such provision,  as to such
               jurisdiction,   shall  be  ineffective  to  the  extent  of  such
               invalidity,  prohibition or unenforceability without invalidating
               the remaining  portion of such provision or the other  provisions
               of this Security  Agreement and without affecting the validity or
               enforceability  of such provision or the other provisions of this
               Security Agreement in any other jurisdiction.

        h.     Delay, Etc. No delay or omission to exercise any right, power, or
               remedy  accruing to any party hereto shall impair any such right,
               power, or remedy of such party nor be construed to be a waiver of
               any such right,  power,  or remedy nor  constitute  any course of
               dealing or performance hereunder.

        i.     Costs and  Attorneys'  Fees.  If any  action,  suit,  arbitration
               proceeding, or other proceeding is instituted arising out of this
               Security  Agreement,  the  prevailing  party shall recover all of
               such party's  costs,  including,  without  limitation,  the court
               costs and reasonable attorneys' fees incurred therein,  including
               any and all appeals or petitions therefrom.

        j.     Counterparts.  This Security  Agreement may be executed in one or
               more counterparts,  each of which may be deemed an original,  but
               all  of  which  together,  shall  constitute  one  and  the  same
               instrument.  This  Security  Agreement may be executed by a party
               and sent to the other parties via facsimile  transmission and the
               facsimile transmitted copy shall have the same integrity,  force,
               and effect as an original document.

        k.     Entire   Agreement.   This  Security   Agreement  and  the  other
               agreements  referred to herein  supersede all prior  negotiations
               and  agreements  (whether  written  or oral) and  constitute  the
               entire   understanding   among  the  parties  hereto,   it  being
               understood that this Security  Agreement relates back to the date
               of the June 29th Purchase Agreement.




     [remainder of page intentionally left blank -- signature page follows]



<PAGE>15


        IN WITNESS  WHEREOF,  the Company  has caused  this  Eighth  Amended And
Restated  Security  Agreement to be duly  executed and delivered by its officers
thereunto duly authorized effective as of July 14th, 1999.

                                         INNOVACOM, INC.




                                         By:____________________________________
                                            Frank Alioto
                                            President

Accepted and agreed, effective
as of this 14th day of July, 1999:

JNC STRATEGIC FUND LTD.




By:_______________________________
Its:______________________________